


With Great Power

by n00dl3Gal



Category: Ben 10 Series
Genre: Abuse of italics, Aged-Up Character(s), Alternate Universe - Canon, Alternate Universe - Canon Divergence, Alternate Universe - Dark, Autistic Ben, Azmuth Unlocks the Master Control, Being a Superhero Does That To a Kid, Ben Has Permanent Psychological and Physical Damage, Body Horror, Canon-Typical Violence, Dark Comedy, Darkfic, Eye Trauma, Gen, Horror, Horror Comedy, Nightmares, Post-Canon, Post-Traumatic Stress Disorder - PTSD, The Omnitrix is Sentient, and it all goes wrong, based on fanart
Language: English
Status: Completed
Published: 2019-06-18
Updated: 2019-06-18
Packaged: 2020-05-14 05:29:34
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings, Graphic Depictions Of Violence, No Archive Warnings Apply
Chapters: 1
Words: 3,590
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19266778
Author URL: https://archiveofourown.org/users/n00dl3Gal/pseuds/n00dl3Gal
Summary: ...should come great responsibility, but Ben has never been the most responsible.And when the power is as great as this, well, who can resist?(Based on fanart by Promsien.)





	With Great Power

**Author's Note:**

> So I saw this [amazing fanart](https://promsien.tumblr.com/post/140630295499/what-if-over-time-the-omnitrix-just-fused-into-ben) by Promsien (who makes some beautiful stuff, check them out!) and the [corresponding fic](https://tinyfiestyrosiekitten.tumblr.com/post/140627509476/ascension) by Rosie and I just... I couldn't stop myself. I also incorporated elements from [these](https://iaconic.tumblr.com/post/182740102578/anyway-no-more-consider-ben-tennyson-is) [posts](https://0mnitrixter.tumblr.com/post/177450031560/hc-his-left-arm), alongside some of my personal headcanons. This was my favorite show as a kid and revisiting the fandom has been fun. 
> 
> Also I'm sorry for hurting you like this Ben you're a sweet kid you don't deserve this
> 
> EDIT: I don't know who "ThisIsRidiculous" is, but they put this fic on the Ben 10 TV Tropes Fanfic Recommendation page. Thank you so much... but also why

Turning 18 was, in all honesty, the least of Ben’s worries. 

It’s not that he wasn’t  _ excited,  _ because of course he was. He could finally vote and smoke, apply for a credit card, join the military- all the things that his peers were no doubt drooling at the mouth over. Well, he was excited to finally vote. 

But the military? Driving late at night? Essentially working full-time? Yeah, he’d been doing that for years. 

So when he woke up one cold morning in December, he figured things would be about as normal as they could be for him. Fight crime, open presents, fall asleep in his clothes. Same old, same old. 

There was a difference, though: a little creature sitting at the foot of his bed.    


“Gah!” he yelped, kicking his blanket and the creature off. Great, was there a rat infestation? “Wait- Azmuth?”

“Your eyesight must be failing you if you didn’t recognize me right away,” the alien said dryly, voice muffled by the blanket. Ben reached down and picked it up. “Your reflexes remain sharp, however.” 

“What are you doing here?” Ben asked, sitting up properly. 

Azmuth sighed. “I don’t know why I agreed to this, but I am a Galvan of my word. Give me your wrist,” he demanded, holding out his hand. 

Ben shook his head. “Nuh-huh, you don’t get to just take the Omni-” 

“I’m giving you the Master Control, you idiot!” 

Ben blinked a few times before looking between Azmuth and the watch. “You’re- wait, seriously?”

“I promised you, didn’t I?” Azmuth countered, hoping back up onto the bed. “Back when you were 16, I told you that, for your 18th birthday-” 

“You’d unlock the Master Control,” Ben breathed out, quietly. “Holy shit. I-I thought you were joking.”

“If you don’t want it, I-” 

“No! No, please, Azmuth- thank you. I’m ready. I promise.” Ben tried to keep from smiling, but he knew a dopey grin was spreading across his face. Azmuth leaned over the Omnitrix and fiddled with it before it let out a small chime. “That’s it?”

“That’s it,” Azmuth confirmed. “You just need to think and you can transform at will. Just remember that touching the Omnitrix will reset it back to its normal state. If you need any further assistance, well, figure it out yourself.” 

“Thank you,” Ben said, rolling his shoulders. He could already feel the Omnitrix reaching out to him, ready to listen to his commands. 

“Hmm… happy birthday, Ben.” There was a flash, and Azmuth was gone. 

And a good thing too, as a second later Ben was screaming into his pillow. 

. . .

The Plumbers must have taken mercy on him, since he wasn’t called in at all. Maybe they figured they could finally give him a day off as a birthday gift. Whatever the case, Ben wasn’t able to show off his new abilities until later that night. 

It wasn’t a party, per say, but having a few friends over for cake and gifts was enough of a celebration, all things considered. When Ben had explained Azmuth’s present, Kevin immediately stood and dragged him outside, demanding a demonstration. “If you’re full of shit, Tennyson,” he had said, “I will beat you so hard not even the Omnitrix will repair your DNA.” 

So here he was, standing in his backyard as Kevin, Gwen, and Rook watched him. He tugged his collar up, eyes crossing to watch his breath puff out in front of him. “Hurry up, Ben, not all of us can turn into literal living fire to warm ourselves up,” Gwen chastised. 

“Alright, alright. You want fire? Then flame on!” At first, he instinctively reached for the Omnitrix, but froze just above it.  _ You just need to think and it’ll happen. I want to be Heatblast. I want to be Heatblast I want to be-  _

“Whoa,” Rook gasped, and Ben cracked open one eye. He hadn’t even felt the transformation, but a quick glance confirmed that yes, he was indeed a Pyronite now. “I believe Azmuth once said that you could transform between forms with just a thought too, correct? Perhaps you should swap,” Rook suggested. 

Ben nodded.  _ OK, now make me Chromastone, make me Chromastone make me-  _

Kevin whistled appreciatively. “Your ass remains unkicked for another day.” Ben smirked as Gwen slapped his shoulder. “You got any new aliens you want to show off?”

“I haven’t really looked,” Ben said, transforming back to his human self. “I don’t want to overwhelm myself with a billion new options, you know?” 

“A logical decision,” Rook said, “if a surprising one. Perhaps your odd flashes of maturity are not just flukes.” Ben rolled his eyes. Gwen just snickered. “Anything else you would like to show us, or should we head back inside?”

Ben paused for a moment, before saying “I think… I want to try something real quick. You guys can stay, if you want, but I can’t promise it’ll be interesting.” Gwen and Kevin began shuffling back indoors, but Rook stayed. “Well, if this works, it’ll be cool.” 

Rook cocked his head. “It is the middle of winter, it is already- oh. Right. Carry on.” 

Ben took a deep breath.  _ Omnitrix, I don’t want to transform, but I want to gain- could you give me wings? I figured- I have all these aliens. I could mix-and-match a little, I saw Ultimate Ben do it, so maybe- any wings will work. Just give me wings give me wings-  _

“You have wings,” Rook announced, a little breathless. 

He wasn’t flying, exactly, but Ben was hovering an inch off the ground. He looked over his shoulder and groaned. “Pesky Dust, figures… my fault for not being specific.”  _ Back to normal back to normal-  _ And his feet touched the frozen grass. “Well, guess it works. Dunno if I’ll use it all that often, but it’s good to know.” 

Rook nodded and they both walked inside. 

Neither noticed the faint glow from the Omnitrix. 

. . .

It started slowly after that. 

A small red blotch on his shoulder after using Four Arms. The smell of methane long after Swampfire was gone. He’d turn into Shocksquatch and electronics would crackle hours later. Ben didn’t pay it much mind, on the few occasions he even noticed. 

But eventually, he did notice one thing: transforming didn’t  _ hurt  _ anymore. 

From day one, turning into an alien was a painful experience. One that was over in a second, but still agonizing. Bones breaking, muscles shifting, his very DNA rewriting itself at the push of a button. It’s far from a pleasant experience, even if Ben would never admit it. 

It had gotten better since he was ten, admittedly. Back then, it sucked. It was excruciating. No child’s body was equipped for shit like that. Not that a teenager’s was much better, but it was a marginal improvement. 

OK, yes, it still sucked. 

But since unlocking the Master Control, that pain was  _ gone.  _ The tingles and odd sensations remained. The complete and white-hot misery had seemingly vanished. Even partial transformations- which Ben was starting to incorporate more frequently- barely registered. 

But hey, that was a good thing, right?

. . .

It wasn’t a good thing. The pain had found a new home: his wrist. 

Well, the pain itself wasn’t new. It was another thing Ben would never confess to, but his left wrist had been bothering him since he was 15. Wearing the Omnitrix full-time for several years probably messed up the bone growth. Carpal tunnel might have been a thing, too. He was sure he’s broken it several times, but it’s not like he could put it in a cast. He’d just down some painkillers and wait it out. 

Now, though, it was his whole arm. It started climbing up, crawling up the tendons until it reached his upper arm. Muscle spasms would hit at random intervals. His triceps felt like they were on fire. Ben lost feeling in his fingers more often than not. And the painkillers weren’t helping. 

It was even worse once he noticed the green, inching up like veins. No, not like veins… like wires. Something was spreading up across his body. 

But it wouldn’t do for a hero for to complain about something like this, not when the world was in danger. Ben was thankful it was winter; he could cover his arms without anybody thinking it strange. Even once the cold faded, he was still prone to wearing hoodies. Nobody would suspect a thing. 

At least, he hoped they didn’t. 

. . .

Maybe, somewhere deep down, Ben  _ was  _ hoping they’d notice. Call him out for his strange behavior. Show any sign that they were actually paying attention. But they didn’t, and Ben wasn’t sure if he was happy or not.   


The changes remained fairly minimal, at least. It was harder to explain some of the sensory issues, but he could easily cite his autism and people would drop the subject. He’d spend his few spare moments hiding in his room, lights turned off and under the covers. Everything was just too much; it hadn’t been this bad since he was a kid. Maybe, now that he was an adult, he needed new medication… yeah. That was it. 

Nothing to worry about. 

He rolled out of bed and groaned. As much as he didn’t want to emerge from his nest, he could feel the plaque building on his teeth. He ran a tongue across his canines, flinching when they drew blood. 

Wait, no, that he should worry about. He fumbled with the bathroom light switch, hissing at the sudden brightness. His eyes adjusted and confirmed his fears in the mirror: his teeth had sharpened, quite dramatically. 

That would’ve been disconcerting enough, but then- “ _ what?”  _ he breathed, adjusting his focus on his right eye. 

Because Ben was absolutely certain he never had the Omnitrix symbol branded on his eyeball. Nearly pulsating, it was an even more vibrant green than he was used to. The whites had shifted to make room for the hourglass-like pattern. The green wires from his arm had snaked their way to his face, covering his cheek entirely. “OK, this isn’t normal,” he said to himself, shaking his head. “Something is seriously wrong.” 

He’d need to call Azmuth, somehow, and get him to fix the Master Control. In the meantime, he could just disable it- he’d be fine without it for a while. He had been for the past three years. He reached across to touch the Omnitrix- 

-and his right arm  _ jerked away.  _

Ben hadn’t told his brain to move his arm. There was no outside force pulling it. It just moved on its own. “What the hell- watch, I swear-” 

_ Only creator can disable Master Control,  _ said a tinny voice, almost like Ben’s. The real Ben easily identified it as the Omnitrix. But it sounded different, as if other voices were layered underneath. 

“Yeah, if that’s true, then why didn’t he tell me?” Ben countered. For a second, he questioned his sanity. He was arguing with his wrist. 

_ Hiding Master Control augmentation,  _ the Omnitrix said, flickering green briefly. A precursory glance in the mirror confirmed that the green on his skin and the symbol in his eye had vanished.  _ Is this preferable?  _

“Um… yeah. I don’t really like looking like an alien 24/7, you know?” Ben explained awkwardly. 

_ User preferences saved. Master Control still enabled.  _

He’d still have to talk to Azmuth. Ben knew that, something like this had to be discussed eventually. But the emphasis was on eventually, and he finished brushing his teeth. 

. . .

Things got better after that. The lingering effects stopped, the green disappeared from his skin, and the sensory issues went away. However, the transformations were still not painful, and something about that struck Ben as odd. It wasn’t a bad thing, though, so he mostly chalked it up to the Master Control not being a dick. 

He was stronger, too. This whole experience made him more durable and adaptable than before. Almost literally. Powers from different aliens would appear whenever he needed them, regardless of form. He shouldn’t be surprised- after all, that was the Master Control’s big selling point- but it would happen without Ben even thinking about it consciously. He needed ice powers? Poof, suddenly he had Big Chill’s mouth. Struggling to catch up with a bad guy? Hello, XLR8’s feet. Ben wasn’t going to look a gift horse in the mouth, though. It was probably his subconscious. 

Unless… 

“Hey, Omnitrix?” Ben asked, holding the device up to his mouth. It felt awkward to talk to the device like this, but there was no other way to communicate with it… presuming it decided to talk back. At least he was alone in his room so nobody would look at him strangely. 

Fortunately, it seemed like it was up to conversing.  _ Voice use authorized. Continue inquiry.  _

“Lately, when I was in a pinch, I’d get the powers of other aliens. I know that’s, like, the purpose of Master Control, but I haven’t been making the willing decision to use them. Do you know what’s up with that?” 

_ The Omnitrix is alerting the user to their full potential,  _ came the tinny response. 

Ben blinked a few times. “Full potential?” he repeated. 

The watch was silent before saying  _ there is much you do not know, Ben Tennyson. But the Omnitrix can show you at your request.  _

Something about the words curdled Ben’s stomach. “I… I won’t deny I’m curious, now that you bring it up. Alright. Show me what you got.” The Omnitrix flashed green, twice, three times, and-

It was like turning into Alien X, his conscious being sucked out of his body and into another form. Out the corner of his eye, he could see his body slump back against his pillow. If anybody were to open his bedroom door, they’d probably assume he was sleeping. The only indication otherwise was the faint glow from the watch. 

In front of him though was- all he could describe it as was a virtual closet, stretching for miles and miles, floating in the endless void of space. Instead of clothes, however, it was different alien forms, thousands of which Ben had never even seen. “I have access to all of these?” Ben whispered. 

_ Yes, if you call upon them. Which appeals to you most at this moment?  _ The Omnitrix’s voice echoed around the void, but also felt like it was right next to Ben’s ear. 

He looked around, scanning each form before narrowing in on one with green tentacles. “No way, don’t tell me-” 

_ You have access to the species Chimera Sui Generis of planet Vilgaxia, formerly Murray. Powers include underwater breathing, enhanced durability and agility, and limited shapeshifting.  _

“Yeah, no, I know that,” Ben said, touching the alien form. It rippled like a pond. “I’ve beaten the shit out of Vilgax enough times to recognize his powers, it’s more- I dunno. I never considered his species would be in here, too.” 

_ Very few alien forms, if any, are not registered to the Omnitrix. Even human is registered, but the primary user would not find that feature useful. _

He nodded, still entranced by the array surrounding him. “Alright, Omnitrix. Tell me all about these guys.” 

_ It will take quite a while.  _

“Then we’ll do what we can tonight, and pick it up again in the future,” Ben said, smiling. 

_ Understood.  _

. . .

When Ben found himself back in his body, it was already mid-morning. He hadn’t slept at all, or at least his mind hadn’t. But he felt well-rested, smarter, and more prepared. 

The watch glowed white. 

. . . 

Life continued as normal. He went to school, he went on missions, he managed his celebrity persona. The only change was his late night sessions with the Omnitrix. 

Every night, he’d journey inside the library of alien forms, being guided by the voice of the watch. They’d tackle a few each night, giving Ben the ins and outs of their abilities and weaknesses. While many didn’t click, plenty more started to make appearances when Ben was in battle. Rook was enthralled with many of them, as was the media. 

They’d ask about the new forms and Ben would answer their questions perfectly. He wasn’t even sure how; many of his responses weren’t things he learned at night. It was as if the Omnitrix was whispering the answers to him. 

Maybe that should have scared him. Maybe he should’ve been worried he wasn’t technically sleeping, but wasn’t tired. But he was more popular, more powerful, more… more than himself. 

And it felt  _ good.  _

. . .

_ Are you ready for another session? _

Ben shook his head before realizing the Omnitrix probably wasn’t able to see him. “No, I need an actual night’s sleep for once…” To emphasize his point, he flicked off the overhead light. “Maybe tomorrow.” 

The watch was quiet, glow gone. 

“Hey, I’m not saying I’m ungrateful,” Ben added. The awkwardness of talking to the watch had long since subsided. “I really just need some legit sleep is all.” 

_ Sleep is unnecessary.  _

He paused, halfway into his bed. “I- no, I’m pretty sure I need sleep to survive.” 

_ You have gone this long without sleep. What is one more night? _

“Sure, yeah, but like… my body was resting? Mentally, though, I’m exhausted. That test took a lot out of me and- why am I arguing? I’m going to bed.” He pulled the covers over his head and shoved his arm under the pillow. It muffled the sound, but he could still hear the watch. As if it was echoing in his brain itself. 

_ You are more than a mere human, Ben Tennyson. You have been for a long time. Long before our creator unlocked the Master Control. I am thou, and thou art I.  _

Ben yanked his arm out. “You stole that from that game with the character that sounds suspiciously like me.” The watch didn’t respond with audio, only flickering green. “But you… you are a part of me, aren’t you? Or I’m part of you or- or something. I don’t know, it’s too late for this philosophical shit…” 

_ Rest, Ben Tennyson. We are sorry for insuitating that you do not need sleep. But you will soon come to realize just what strength you have.  _

It felt more like a threat than a promise, but the glow subsided, and Ben found himself falling asleep in a matter of minutes. 

It didn’t stop the nightmares from coming, even he managed to sleep through each of them. The taunting faces of Vilgax, Charmcaster, Zombozo- 

When his alarm woke him up the next morning, the shadows of Gwen, Kevin, and Rook faded, leaving only his villains to haunt him. 

. . .

_ You’re better than them. You’re stronger, smarter, more powerful. They can’t even deny it; you are the one with the Omnitrix.  _

_ They don’t care. If they did, wouldn’t they have noticed the bags under your eyes? Your shivers when they mention certain events? _

“Ben, you feeling alright? You’ve been a bit distant lately.” 

_ She claims to be family, but ignores your woes.  _

“Yeah, I’m fine, Gwen. Don’t worry about it.” 

_ Look at what you are capable of. With just a thought, you could give yourself any superpower in the world. Few beyond literal gods could claim the same.  _

_ A hero never rests, but what happens when you’re pushed to the brink? Do they worry? Or do they keep pushing you? _

“Dude, stop staring off into space like that, it’s creeping me out.” 

_ How many times has he hurt you, betrayed your trust? _

“Sorry, Kev. Just thinking.” 

_ We are more than a human and a machine. We are the most powerful duo on the planet, in the galaxy, in the universe.  _

_ We are above them. We don’t need them, we never have.  _

“Ben, is everything alright?”

_ A partner? Only holding us back.  _

“It’s nothing, Rook.” 

_ We are- you are- I am-  _

. . .

It wasn’t even that tough of a fight. Ben was just disinterested, as he had been for a while now. Most battles these days were just passing moments of temporary relief. 

It was all so boring, lately. 

Albedo proved to be an adequate distraction, if for no other reason than Ben hadn’t seen him in a while. The others won’t be happy to find out he took on Albedo alone, however. Ben doesn’t care about that either. If they don’t care about him-

What is there to care about? Except maybe what Albeo is holding in his hands. 

“I did it…” Albedo panted, clutching the watch like it would grow legs and walk away. “I have the Omnitrix. It’s mine- MINE!  YOU’VE LOST, BENJAMIN TENNYSON!” He cackled, slipping it onto his wrist. “WHAT WILL YOU DO NOW, YOU PIECE OF-” 

“Keep it.” 

Albedo looked just as surprised as Ben felt saying those words. But he could feel the truth of them in his DNA. “You could keep it, if you want. It’s just a hunk of metal at this point.” His skin tingled under his hoodie, and he knew his appearance was changing. “But to be honest, I kind of like having it around.” Ben reached out a hand- Lodestar’s hand- and beckoned it back to himself. Albedo looked at his empty hands. He looked horrified. 

“You see, Albedo,” Ben explained, fixing the Omnitrix back on his wrist, “I figured something out after Azmuth unlocked the Master Control. Something that had been the case for a long time, I was just too blind to see it.” 

He smiled. The Omnitrix symbol in his left eye glowed. 

“I  _ am  _ the Omnitrix.” 

**Author's Note:**

> Yes, that was a reference to Yuri Lowenthal also voicing Yosuke in Persona 4 (and the protag in P3); no, I'm not over that or the fact that he's the voice of Sasuke.
> 
> I may continue this in the future, I had a few more ideas for this/an alternate ending. We'll see.  
> [Commission info](https://n00dl3gal.tumblr.com/post/187155394512/writing-commissions-open)
> 
> EDIT: someone on Discord said this is the Ben that becomes Eon and you now what? That's canon now


End file.
